Amendment To Severance Protection Agreement

Exhibit 10(iii)A(49)


AMENDMENT

TO

SEVERANCE PROTECTION AGREEMENT

THIS AMENDMENT made and entered into as of the 1st day of August, 2005, by and between Acuity Brands, Inc. (the " Company" ) and John K. Morgan (" Executive" );


W I T N E S S E T H :


WHEREAS, the Company and Executive entered into a Severance Protection Agreement dated as of November 30, 2001 (the " Agreement" ), providing for the payment of certain compensation and benefits to Executive in the event Executive' s employment is terminated under certain circumstances in connection with a Change in Control of the Company; and

WHEREAS, the parties now desire to amend the Agreement as hereinafter provided;


NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, the Agreement is hereby amended as follows:


1.

Section 3.1 is hereby amended by deleting the lead-in paragraph to such section and substituting the following in lieu thereof.


" 3.1 If, during the term of this Agreement, the Executive' s employment with the Company shall be terminated within 24 months following a Change in Control or the circumstances in subsection (d) occur, the Executive shall be entitled to the following compensation and benefits depending upon the circumstances of such termination or occurrence (in addition to any compensation and benefits provided for under any of the Company' s employee benefit plans, policies and practices):"

2.

Section 3.1 is hereby amended by adding a new subsection (d) as provided below and designating the current subsection " (d)" as subsection " (e) ...